TORRID HOLDINGS INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
TORRID HOLDINGS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2021 among Torrid Holdings Inc., a Delaware corporation (the “Company”), each investor listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG- TERM INCENTIVE PLANRestricted Stock Unit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 23, 2017 among TORRID LLC, as the Lead Borrower, For The Borrowers Named Herein, The Guarantors Named Herein, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, The Other...Credit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • London
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 23, 2017, among TORRID LLC, a California limited liability company (the “Lead Borrower”), the Persons named on Schedule 1.01 hereto (together with the Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), TORRID INC., a Delaware corporation (“Holdings”), and each other Guarantor (as hereinafter defined) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent.
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANNonqualified Stock Option Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [●], 2021 by and between Torrid Holdings, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [●], an individual (“Indemnitee”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 23, 2017, as amended on June 14, 2019, as amended on September 4, 2019, and as further amended on June 14, 2021, among
STOCKHOLDERS AGREEMENTStockholders Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and among Torrid Holdings Inc., a Delaware corporation (the “Company”) and Sycamore Partners Torrid, L.L.C, a Delaware limited liability company (the “Stockholder”). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
CREDIT AGREEMENT Dated as of June 14, 2021 among TORRID INTERMEDIATE, LLC, as Holdings, TORRID LLC, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and THE OTHER LENDERS PARTY HERETO BOFA SECURITIES, INC., MORGAN...Credit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of June 14, 2021, by and among TORRID INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), TORRID LLC, a California limited liability company and direct subsidiary of Holdings (the “Borrower”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
Amendment To the AMENDED AND RESTATED SERVICES AGREEMENT By and between HOT TOPIC, INC. and TORRID LLC Dated August 1, 2019Services Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores
Hot Topic, Inc. (“Hot Topic”) and Torrid LLC (“Torrid”) entered into an Amended and Restated Services Agreement on March 21, 2019 under which Hot Topic provides certain services to Torrid (the “Services Agreement”), and a Services Agreement effectives as of August 1, 2019 under which Torrid provides certain services to Hot Topic (the “Reverse Services Agreement”). As the assets, personnel and other resources used to provide the information technology services from Hot Topic to Torrid have now been transferred to Torrid in connection with the Reverse Services Agreement, and Torrid is now the provider of information technology services to Hot Topic under the Reverse Services Agreement, Hot Topic and Torrid (a) hereby amend the Services Agreement to remove Schedule 1 of the Services Agreement and any references thereto and provisions applicable thereto in the body of the Services Agreement, (b) acknowledge and agree that, without limiting any other agreement between the parties relating t
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 14, 2019 (this “Agreement”), is among TORRID LLC, a California limited liability company (the “Lead Borrower”), the other Borrowers party hereto, TORRID INC., a Delaware corporation (“Holdings”), Bank of America, N.A., as administrative agent and collateral agent (in such capacity, including any successor thereto, the “Agent”), and the Lenders party hereto.
